BYLAWS
of
Dance It UP, Ltd.
A California Nonprofit Public Benefit Corporation
Adopted: _12_ January 2016
ARTICLE I
Principal Office
The principal office of this corporation shall be located in the County of Los Angeles, California.
ARTICLE II
Name and Purposes
Section 2.1 Name. The name of this corporation is Dance It Up, Ltd. (the “Corporation”).
Section 2.2 General Purpose. The Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Corporation Law of California (“California Nonprofit Corporation Law”) for public and charitable purposes.
Section 2.3 Specific Purpose. The specific purpose of the Corporation shall include, without limitation, to develop, promote and maintain the artistry and sport of dance to enhance the well-being and culture of the community.
Section 2.4 Prohibited Activities. No part of the assets, income or profit of the Corporation shall be distributable to, or inure to the benefit of, its members, directors, or officers, or any private individual, except to the extent permitted by law. The Organization shall conduct no activities for pecuniary profit or financial gain, whether or not in furtherance of its corporate purposes, except to the extent that such activity supports the other lawful activities then being conducted.
Section 2.5 Limitation on Political Activities. The Organization may not, to any substantial extent, lobby, wage propaganda, or otherwise attempt to influence legislation (except as otherwise provided in section 501(h) of the Internal Revenue Code of 1986, as amended, or any successor provision thereto), or participate or intervene in promoting any candidate for public office by any means.
ARTICLE III
Government
Section 3.1 Board of Directors. The business, property and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. The Board of Directors shall have power to employ the necessary staff, including but not limited to an Executive Director and delegate certain authority to staff or appropriate committees, as the case may be, to authorize expenditures, to take all necessary and proper steps to carry out the purposes of the Corporation, and to promote the best interest of the Corporation. The powers of the Board of Directors shall include, without limitation, those set forth in Article IV of these Bylaws.
Section 3.2 Executive Committee. The Board of Directors at its discretion may form an Executive Committee to handle emergency and transactional matters. The Executive Committee shall consist of the President, Treasurer, Secretary and one member of the Board selected by vote of the Board of Directors.
Section 3.3 Number, Qualification and Election of Directors. The Board of Directors shall be composed of an odd number of persons, no less than three (3) and no more than nine (9) persons, each of whom shall be at least nineteen (19) years of age and a Member of the Corporation. The number of Directors may be changed from time to time by action of the Board of Directors; however, should the number be decreased, no such decrease shall shorten the term of any incumbent Director.
Section 3.4 Terms of Directors. To the extent possible, the terms of directors shall be staggered, each term to be from one (1) to six (6) years until all terms are six (6) years. The number of directors equal to that of those whose terms have expired shall serve for the term of six (6) years and until their successors have been elected and qualified. No person shall hold the office of director for more than nine (9) consecutive years unless the Board of Directors elects to extend the term of service.
Section 3.5 Changes in Number of Directorships; Vacancies. Newly created directorships resulting from an amendment of these Bylaws, and vacancies among the directors for any reason, may be filled by vote of a majority of the directors then in office, regardless of their number. A person elected by the Board of Directors to fill a newly created directorship or vacancy shall hold office until the new term commences. No decrease in the number of directors shall shorten the term of any incumbent director.
Section 3.6 Removal. Any director may be removed for cause at any time by a majority vote of the entire Board of Directors.
Section 3.7 Resignation. Any director may resign at any time by giving written notice of such resignation to the Board of Directors, the President, or the Secretary. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above-named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. Notwithstanding the foregoing, a director shall be deemed to have resigned, effective immediately, upon failure to attend three (3) regular meetings of the Board of Directors in one (1) calendar year in person or electronically without excuse granted by the President or by vote of a majority of the directors then in office.
ARTICLE IV
Elections; Admission to Membership; Powers
Section 4.1 Election of Officers. The Board of Directors shall elect from among its members, at the final board meeting of the year a President, a Treasurer, and a Secretary. The Board of Directors may elect such other officers as it may from time to time determine. Each officer shall hold office until his successor has been elected and qualified.
Section 4.2 Election of Nominating Committee. The Board of Directors shall elect a Nominating Committee of five (5) members of the Corporation, at least three (3) of whom are not members of the Board of Directors, and at least one (1) of whom shall have served on the Nominating Committee of the preceding year. The President shall, with the concurrence of the Board of Directors, appoint a chairman of the Nominating Committee, who need not be a member of the Board of Directors. The Nominating Committee shall be formed no later than six (6) months prior to the next Annual Meeting.
Section 4.3 Duties of Nominating Committee. The Nominating Committee shall designate one (1) candidate(s) for each vacancy of the Board of Directors and shall obtain the consent of each such candidate. The Nominating Committee shall use its best efforts to ensure that at least one (1) member who is a practicing artist is included in the slate, provided that, if there is only one (1) vacancy, the Nominating Committee need not do so. Upon receipt of the list of candidates, the Board of Directors shall promptly post the same in a prominent place in the Corporation’s principal office.
Section 4.4 Creation of Standing Committees. The Board of Directors may designate one (1) or more standing committees by resolution adopted by a majority of the entire Board of Directors and may dissolve the same in its discretion. Each such committee shall have only the authority specifically delegated to it in these Bylaws or by the Board of Directors. Standing committees are long-term committees formed to deal with the overall issues and purposes of the Corporation. Each committee shall make a report at each meeting of the Board of Directors.
Section 4.5 Creation of Ad-Hoc Committees. Ad-hoc committees are temporary committees formed to deal with very short-term, specific issues. The President shall form such Ad-Hoc Committees, designate the Ad-Hoc Committee members, and dissolve such committees in his discretion.
Section 4.6 Appointment of Committee Chairmen. The President shall, with the concurrence of the Board of Directors, appoint a chairman for each standing or ad-hoc committee, except as otherwise provided in these Bylaws. The President after consultation with board members will discuss with committee chairman the appointment of any committee members necessary.
Section 4.7 Removal of Officers and Committee Chairmen. Any officer or committee chairman may be removed at any time, for or without cause, by vote of a majority of the entire Board of Directors.
Section 4.8 Filling of Interim Vacancies on the Board of Directors and Committees. In the event there is a vacancy on the Board of Directors or any committee during the year, the Board has the power to fill the same.
Section 4.9 Admission to Honorary Membership. The Board of Directors shall have power to admit members to Honorary Membership in the Corporation, and may bestow upon such individuals or categories of persons such other honors as it may see fit. Honorary Members need not be Members of the Corporation prior to their designation as such.
Section 4.10 Compensation. No director or officer shall receive a salary for services rendered as a director, member of a committee, or officer of the Corporation. However, any director who serves the Corporation in any capacity other than as a member of the Board of Directors, committee member, or officer, may receive such reasonable compensation therefore as may be fixed from time to time by resolution adopted by vote of a majority of the entire Board of Directors.
ARTICLE V
Officers
The officers of the corporation shall consist of a chairperson, (Chief Executive Officer), president (executive director), secretary and treasurer (chief financial officer), and such other officers as the Board may designate by resolution. The same person may hold any number of offices, except that neither the secretary nor the treasurer may serve concurrently as the chairperson of the Board or the president. In addition to the duties specified in this Article 5, officers shall perform all other duties customarily incident to their office and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, subject to control of the Board of Directors, and shall perform such additional duties as the Board of Directors shall from time to time assign.
The officers shall be chosen by the Board at its annual meeting, and shall serve at the pleasure of the Board, subject to the rights, if any, of any officer under any contract of employment. Without prejudice to any rights of an officer under any contract of employment, any officer may be removed with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board of Directors, the chairperson of the Board, the president, or the secretary of the corporation, without prejudice, however, to the rights, if any, of the corporation under any contract to which such officer is a party. Any resignation shall take effect on the date of the receipt of such notice or at any later time specified in the resignation; and, unless otherwise specified in the resignation, the acceptance of the resignation shall not be necessary to make it effective. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to that office. The compensation, if any, of the officers shall be fixed or determined by resolution of the Board of Directors.
Section 5.1 Chairperson of the Board (Chief Executive Officer). The chairperson of the Board shall, when present, preside at all meetings of the Board of Directors and Executive Committee. The chairperson is authorized to execute in the name of the corporation all contracts and other documents authorized either generally or specifically by the Board to be executed by the corporation, except when by law the signature of the president is required.
Section 5.2 President (Executive Director). Subject to the control, advice and consent of the Board of Directors, the president shall, in general, supervise and conduct the activities and operations of the corporation, shall keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the corporation, and shall see that all orders and resolutions of the Board are carried into effect. Where appropriate, the Board of Directors shall place the president under a contract of employment. The president shall be empowered to act, speak for, or otherwise represent the corporation between meetings of the Board. The president shall be responsible for the hiring and firing of all personnel, and shall be responsible for keeping the Board informed at all times of staff performance and for implementing any personnel policies adopted by the Board. The president is authorized to contract, receive, deposit, disburse, and account for funds of the corporation; to execute in the name of the corporation all contracts and other documents authorized either generally or specifically by the Board to be executed by the corporation; and to negotiate all material business transactions of the corporation.
Section 5.3 Secretary. The secretary, or his or her designee, shall be custodian of all records and documents of the corporation which are to be kept at the principal office of the corporation, shall act as secretary of all the meetings of the Board of Directors, and shall keep the minutes of all such meetings in books proposed for that purpose. He or she shall attend to the giving and serving of all notices of the corporation, and shall see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws.
Section 5.4 Treasurer. The Treasurer shall be responsible for overseeing the proper financial functioning of the Corporation, including overseeing the disposition of all funds and properties of the Corporation; shall supervise the books of account of the Corporation; shall, file tax and other required governmental forms of a financial nature; and shall record all financial transactions of the Corporation. The Treasurer shall pay all bills certified to be correct by the President, the Vice-Chairmen, or, in the case of any bill incurred in connection with the work of any committee, certified also by the chairman of such committee. The Treasurer shall oversee the preparation of the proposed Annual Report of Directors required to be presented at each Annual Meeting of Members pursuant to Section 519 of the California Nonprofit Corporation Law. The Treasurer shall make continuing financial reports at meetings of the Board of Directors. The Treasurer shall be appropriately bonded by the Corporation at such time as the sums involved shall warrant in the discretion of the Board of Directors.
Section 5.5 Other Officers. Each officer shall exercise the powers and shall perform the duties incident to his/her office.
Section 5.6 General Provision Regarding Powers and Duties. In addition to the powers and duties specified in this Article IV, each officer shall have such other powers and duties as these Bylaws or the Board of Directors may from time to time prescribe. The powers and duties of each officer of the Corporation shall be subject at all times to the right of the Board of Directors to confer specified powers and to limit the powers of officers, and shall be subject generally to the direction of the Board of Directors.
Section 5.7 Term of Office. Each officer shall hold office from the time of his election and qualification to the time his successor is elected and qualified, unless he shall die or resign or be removed from office pursuant to Section 3.6, whichever is sooner.
Section 5.8 Resignation. Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, the President, or the Secretary. Any such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt thereof by the Board of Directors or one of the above-named officers; and, unless specified therein, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE VI
Members
Section 6.1 Membership. Any person or entity may qualify for membership by paying the designated membership fee.
Section 6.2 Entities as Members. A corporation, partnership, or other entity which supports the objectives of the Corporation may become a Member upon written application and payment of dues.
Section 6.3 Dues. There is a single dues schedule. The Board of Directors may create different categories of membership at any time by majority vote of board. They may also decide what benefits each category is entitled to. Memberships start at the beginning of the year. Memberships paid in October or later shall include the end of that year and the coming year.
Section 6.4 Penalties for Non-Payment of Dues. Any Member who shall have failed to pay any portion of his dues on the anniversary date of his membership is no longer a Member.
OR
Section 6.1 Membership. Members of the organization will consist only of the Board of Directors.
ARTICLE VII
Meetings of Members
Section 7.1 Annual Meetings. A meeting of Members shall be held annually for the transaction of such business as may properly come before the Board of Directors within fifteen (15) months of the prior Annual Meeting. Notice of such Annual Meeting shall be issued by the Secretary at least forty-five (45) days prior to the meeting.
Section 7.2 Special Meetings. A Special Meeting of the Members for any purpose(s) may be called at any time by the President or by resolution of the Board of Directors
Section 7.3 Place of Meetings. Each Annual or Special Meeting shall be held at the premises of the Corporation in the City of Los Angeles unless an alternate site is specified by the President or the Board of Directors in the case of an Annual Meeting.
Section 7.4 Adjourned meetings. When a meeting of Members is adjourned to another time or place, notice of adjournment shall be given to all Members promptly. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.
Section 7.5 Record Date. Members shall be eligible to vote if their membership is up to date on the day a meeting is announced.
ARTICLE VIII
Meetings of Directors
Section 8.1 Regular and Annual Meetings. Regular meetings of the Board of Directors shall be held at such time and place, as the Board of Directors may from time to time prescribe upon reasonable notice, which notice need not specify the purposes of the meeting. A meeting of the Board of Directors may be held upon the same reasonable notice immediately after an Annual Meeting of members at the same place as that at which such Annual Meeting is held.
Section 8.2 Special Meetings. A Special Meeting of the Board of Directors for any purpose(s) may be called at any time by the President or by any member of the Board of Directors, and notice of such Special Meeting shall be sent by the Secretary promptly upon receipt of a written request to do so giving the Board of Directors five (5) days notice of the Special Meeting. Such notice shall specify the date, place and time of the meeting, the matter(s) proposed to be presented, and the name(s) of the persons requesting the Special Meeting, and shall be sent by email, by telephone or by any other means. If the Secretary fails, within two (2) business days following the sending of such written request to give the notice required, then any member of the Board of Directors who signed such written request may do so. At any Special Meeting only such business may be transacted as is related to the matter(s) specified in the notice.
Section 8.3 Adjourned Meetings. When any meeting of directors is adjourned to another time or place, notice of the adjournment shall be given to the entire Board of Directors promptly by the Secretary or any other Board member by email, by phone or by any other means. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.
Section 8.4 Quorum; Voting. A simple majority of the entire Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting. Except as otherwise required by law or these Bylaws, the vote of a majority of the directors then present at a meeting of the Board of Directors, if a quorum is present at such time, shall be the act of the Board of Directors.
Subsection 8.4.1 In addition to supermajorities required elsewhere in these Bylaws, a three-quarters (3/4) majority vote of the entire Board of Directors shall be required to ratify the following actions: dissolution of the Corporation; purchase or sale of any property affecting directly or indirectly the site of the Corporation; and amendment, repeal or adoption of the Bylaws or any part thereof.
Subsection 8.4.2 A majority vote of the entire Board of Directors shall be required to ratify the following actions: hiring or terminating the employment of any Executive Director; approval of the annual budget; and approval of any single expenditure in an amount in excess of ten percent (10%) of the entire annual budget.
Section 8.5 Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or the Executive Committee may be taken without a meeting if all members of the Board of Directors or Executive Committee, as the case may be, consent in writing, including a writing sent by electronic transmission such as by email or fax, to the adoption of a resolution authorizing the action. The resolution and the written consents thereto shall be filed with the minutes of the proceedings of the Board of Directors or Executive Committee.
ARTICLE IX
Standing Committees
Section 9.1 Authorization. Standing Committees shall be authorized and terminated by the Board of Directors as provided in Section 3.4.
Section 9.2 Existing Standing Committees. The Standing Committees may be determined at any point in the existence of the organization. Standing committees may be but are not limited to:
Subsection 9.2.1 Development and/or Membership Committee(s). To handle fundraising issues, including grants, individual giving and membership, benefits and capital campaigns.
Subsection 9.2.2 Education Committee. To develop the curriculum, including workshops and other educational materials; to encourage book arts education; to handle scholarship and fellowship programs.
Subsection 9.2.3 Executive Committee. To perform the duties set forth in Section 2.2 above.
Subsection 9.2.4 Facilities Committee. To review policies and procedures for the Corporation’s property, including security and equipment safety, maintenance and purchases, and related insurance; to locate real property that would enable the Corporation to relocate and/or expand when necessary or desirable; to plan spatial layout and renovation.
Subsection 9.2.5 Finance Committee. To monitor the financial status and insurance policies of the Corporation on a regular basis.
Subsection 9.2.6 Marketing and Website Committee. To review issues related to promotional matters, such as course catalogs, website maintenance and public relations.
Subsection 9.2.7 Nominating Committee. To perform the duties set forth in Section 3.3 above.
Section 9.3 Future Standing Committees. The Board of Directors may authorize any other Standing Committees it deems necessary to facilitate the functioning of the Corporation.
ARTICLE X
Indemnification
Section 10.1 Indemnification of the Corporation and its Directors and Officers. The Board of Directors may purchase and maintain insurance to protect and indemnify, to the extent permitted by law, the Corporation and its directors and officers and provide for the advancement of expenses to any such director or officer made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that he or she or his or her testator or intestate, is or was a director or officer of the Corporation.
Section 10.2 Indemnification of Third Parties. The Board of Directors may in its discretion purchase and maintain insurance to protect and indemnify, to the extent permitted by law, any third party who served the Corporation at the request of the Board of Directors and provide for the advancement of expenses to any such third party made, or threatened to be made, a party to any action or proceeding, whether civil or criminal, by reason of the fact that such third party, or his or her testator or intestate, served the Corporation at the request of the Board of Directors.
ARTICLE XI
General
Section 11.1 Bylaws Review. All questions of the contents and interpretation of the Bylaws shall be decided by the Board of Directors, and such decisions shall control until reversed or altered by vote of the Members at a meeting thereof.
Section 11.2 Definition of “Entire Board of Directors”. The phrase “entire Board of Directors” means the total number of directors entitled to vote.
ARTICLE XII
Amendment of Bylaws
Bylaws may be amended, repealed or adopted by a three-quarters (3/4) majority vote of the entire Board of Directors.
